Agency and PShip

Question 1

Formation of Agency Relationship

Answer 1

MC OBO Control.
P need capacity, not A
EDR - if subject w/in SoF, agency agreement should be too

Question 2

Termination of Agency Relationship

Answer 2

P manifests intent to end

Question 3

Actual Authority

Answer 3

Based on Ps holdings out to A. E or I.

E = words or conduct. 
I = CCANE. Con/Cust/Acq/Necessity/Emergency

Can end if: ∆Cir, DIRT

∆Cir,
Death
Incapacity of P
Reasonable Time

Question 4

Ratification

Answer 4

Accept Benefit of K. E or I.

P must have KMF + Capacity.

Question 5

Liability of P in K

Answer 5

Hopefully i didn’t get a RAA deal. Because im bound in K.

ActA, AppA, Ratify

Question 6

Liability of P in Tort - VicLib

Answer 6

SEMI 
E = control means; IC = control result 
Intentional Tort - no unless BAN 
Liability 4 IC if 1) Non-D 2) InhD 
A liable too under J&S, P can be indemnified by A.

Question 7

Estoppel Theory of Liability

Answer 7

P creates app of E’or/E’ee relationship, 3rdP relies.

Question 8

Liability of P in Tort - Neg Hiring

Answer 8

Even if outside scope of employ, lib.

Lib for hire, fire, lack of supervise.

Question 9

Factors for Formation Analysis - Partnership

Answer 9

2+ Ps, carrying out business 4 profit.
SI irrelevant.
Oral agree fine. No SoF issue.
Intent can be implied from conduct alone.

PS - evidence of pship formation unless for WIRD (wages, interest on loan, rent, debt)
Right2Control

Question 10

Partners Ownership Interest

Answer 10

Mgmt + VR + $$ Rights.

Question 11

Partners Liability

Answer 11

J&S lib (UPA, just jointly).

Question 12

Sharing of P/L

Answer 12

Default: profits equal, P follow L.

If P pays pship debts, contribution from Ps pro rata share according to loss split.

Question 13

Partnership Voting

Answer 13

1P, 1V.
OrdC - maj
ExtraOrdC - unami
PYPRule - unami

Question 14

When Pship bound in K - after dissolution

Answer 14

1. K for the purpose of WU

2. 3rdP didnt know that dissolved.

Question 15

Liability in Tort for Partnership

Answer 15

Lib for own torts. Pship lib for 1) torts in OrdC or 2) express approve.
Pship can seek contribution from tortious partner.

Question 16

Liability for Pship Debts

Answer 16

J&S lib for pship debts where P acted w/ ActA or AppA.

Incomer: NOT lib for Debt B4 (can use CapCon to satisy)
Outgoer: PL if incur during pship.

Question 17

Creditors Claims Against the Pship

Answer 17

Get judgment against pship + IPs.
Go after pship assets first, if won’t satisfy, then go after IPs.
Judge wont bind IP who hasn’t been served.

Question 18

DoC in Pship

Answer 18

no gross neg or higher.

Question 19

DoL in Pship

Answer 19

dont act like C**t
No lib if FD + All Ps Consent or Pship Agree Amended.

Pship agree can eliminate or alter DoL

Conflicted interest transaction
Usurp pship opp
No compete with pship

Question 20

DoD/Accounting (Pship)

Answer 20

UPA - demand necessary

RUPA - no demand necessary

Question 21

Dissociation in Pship

Answer 21

A DWEEB

Appt Reciever 
Death 
Will - express 
Expelled
Event agreed on 
Bankruptcy

Question 22

When Dissociation Wrongful

Answer 22

BEPA - Breach of Express Pship Agree
Term P: WEB - Express Will, Expelled, Bankruptcy

No participate in WU.

Question 23

Dissolution in Pship

Answer 23

Dissolution: ∆ in relation of partners. Start process of ending pship.
WU: liquidate assets and distribute to creditors and partners
Terminate: p’ship end.

Question 24

2 important ways to dissolve Pship

Answer 24

@ will - EW dissociation of partner

TermP - dissocation of P, w/in 90 days if 1/2 agree to WU

Question 25

Priority of distribution in pship WU

Answer 25

Outside C
Inside C
CapCon
P/L

Question 26

LPs

Answer 26

Only lib to extent of their contribution.

Can find that not LPs if exercise mgmt/control.

If not formed properly, then GP.

File with SoS

Need sig of all GPs, names of all Ps, address, name of LP + magic words